Ben 10 Omni Fairy
by SpaceGazer92
Summary: After nearly being killed by Dr. Servantis and the Rooters, Ben and Rook are transported in the world of Fairy Tail, where they must find allies and combat a growing force of evil that threatens the Omniverse. Follow Ben on his journey to becoming Ben 10K.
1. And Then There Were Two Part 1

**Ben 10 Omni Fairy**

**Ben 10 x Fairy Tail Crossover**

**Okay, so like everyone in this fanfic category, I have loved Ben 10 since I was a small child. I always thought Ben was the perfect example of what an awesome character was. And then Ben 10 Alien Force happened, which blew me away! Ben was mature now, and he was rocking against new aliens. Ben 10 Ultimate Alien continued Ben on this hero's journey, where he was getting more mature and facing larger challenges. Ben 10 Omniverse…was a bit of a misstep, but the last four seasons introduced interesting ideas that I feel ultimately enhanced the franchise. So, this is why I am making this story.**

**This story follows Ben and Rook 2 years after the end of Omniverse, where he is on his journey to becoming Ben 10K. Hope you all enjoy and thanks for reading.**

**Disclaimer: I own neither Ben 10 nor Fairy Tail. I will have some original aliens I create for Ben in this story, but those are all inspired by the works of Men of Action. Please support the original release of both franchises.**

* * *

**Chapter 1: And Then There were Two Part 1**

'Why can't anything interesting happen?" Ben asked, as he sat on his bed in his room. Ben had just beaten Sumo Slammers 182: Electric Boogaloo for the fifth time this month, and he was absolutely tired of playing the game. As Ben turned off his console and toss the controller in a pile of dirty laundry, he laid down on his bed and began scrolling through the contact list on his cellphone.

Ever since Ben and Rook defeated Maltruant, things had been less chaotic in Ben's life. Gwen, Kevin, Rook, and himself planned to take an entire year off just for traveling around the galaxy, to take some time to explore the universe they had saved for so many years. And while the first three months were a complete blast, Gwen and Kevin were called off on some 'secret mission' by Ben's Grandpa Max.

Rook had also begun training and mentoring under Grandpa Max. It was clear that Max wanted both Ben and Rook to step up and take leadership roles at Plumber HQ, but Ben just couldn't pull himself to do so. Rook was much more organized than Ben, and leading an intergalactic force for peace around the galaxy seemed like a heavy task for the new adult. But Ben had to admit, he would give anything for something exciting to happen.

Ben hopped off his bed, and pulled off his green and black 10 T-shirt, and decided to go back to his black shirt with his green and black jacket over it. As Ben pulled the jacket on, he decided to simply go get a smoothie. What else was there to do?

Ben activated the Omnitrix on his wrist. Ben's Omnitrix had gone through a new re-calibration since Azmuth unlocked the master control for Ben. Ben had to admit that he was still getting used to the new protocols and functions that he and Azmuth spend months installing into the Omnitrix.

"Of course, Azmuth would make the Omnitrix more difficult to use just as he gives me the Master Control." Ben laughed to himself, as he pushed down on the faceplate, and cycled through his aliens until he found Big Chill. The faceplate rose up, revealing the matrix, as Ben slammed down on it.

Ben transformed into a blue and black moth-like alien, who wore a blue hooded robe. He appeared to be like some kind of phantom, floating off the ground. Ben's emerald eyes widened as he took in a deep breath.

"**BIG CHILL!**" The alien proclaimed.

Before Ben could even move, he heard his mother yell through the house, "Benjamin Kirby Tennyson! No transforming in the house."

Ben shook his head in annoyance. Ben then thought to himself, 'I'm a world-famous superhero, saved the universe countless times, and I am an adult. Yet I still get yelled at by my mother. I need my own place.'

Big Chill turned intangible and floated through the roof of his home. Big Chill's robe then extended into four massive wings, and he was off. Big Chill began flying over his neighborhood, making his way towards Mr. Smoothie. Hopefully, they would give him his daily free smoothie. That was definitely a luxury the savior of the universe could happily exploit.

Mr. Smoothie's was just in Big Chill's line of sight, when he was tackled in mid-air and slammed into the ground of the Mr. Smoothie's parking lot. Big Chill quickly looked up to see his assailant, and to his surprise it was the Human/Aerophibian hybrid known as Swift. She was a part of Proctor Servantis' old hit squad that was meant to kill Ben at all cost. And the last time Ben checked, she was supposed to be in the Null Void with Servantis.

"Swift?" Big Chill confusingly asked, as he rubbed the back of his neck. Swift gliding up to Ben, floating down towards him with killing intent, "What are you doing here? How did you get out of the Null Void?"

"Still too much talking, and not enough fighting, Benjamin." Swift yelled to Big Chill, as she neared him. However, Big Chill was engulfed in a flash of emerald light, and Swift was forced to look away from the brilliance of the light. Big Chill was replaced by a blue velociraptor-like alien that was covered in high tech armor.

"**XLR8!**" Ben shouted, as he rushed forward meeting Swift's charge with a charge of his own. XLR8 immediately slashed at Swift's face, causing the human/alien hybrid to lift up into the air and pull away from XLR8. At first Ben thought Swift was about to make a retreat, but then he saw Swift flip back around. Swift began firing out her neuroshock beams down at XLR8 and the people in the Mr. Smoothie's parking lot.

XLR8 rushed forward, making a beeline towards the civilians in harm's way. XLR8 first grabbed a small child and his mother, as they were standing near their car. He set them down, away from danger and then rushed back into the fray. XLR8 made his way to hold of an employee who was vaping behind a car and grabbed him before a neuroshock beam could reach him. Unfortunately, the employee dropped his vape, and it exploded with his car when the neuroshock beam reached its mark. Ben set the employee down next to the mother and son, and the employee yelled at Ben.

"Holy crap, dude! My vape! And my car!"

XLR8 grimaced, then ran towards the battle once again. Swift stopped firing her beams, when she noticed Ben entering into the parking lot again. Swift directed her eyes towards Ben and began firing her neuroshocks again, but this time, Ben was prepared for her. XLR8 bobbed through the blasts that Swift fired out at him and ran straight for the Mr. Smoothie's sign. XLR8 ran up the pole of the sign at lightning speed, leaping off of it like a springboard once he finally reached Swift's level in the sky.

Swift saw XLR8 leaping towards her, and she took this time to fire out her neuroshocks at full power. However, the Kineceleran was then engulfed in a new flash of emerald light and was immediately replaced with a large yellow and black sphere with armored plating all around it. The sphere slammed into Swift at ramming speed, and she was sent crashing into the ground.

As the sphere hit the ground next to her, it came undone and revealed Ben's transformation Cannonbolt, a large and chubby white alien, with yellow armored plating on his shoulders and meaty forearms. He had black outlines on his wrists and his chest, and the Omnitrix shone brightly from his chest.

"**Cannonbolt!**" Ben couldn't help but laugh in the middle of him shouting his name. He hadn't gone hero to fight a baddie on this scale for several months.

Swift groaned in pain, as Cannonbolt waddled over to her, "Don't know how you got out of the Null Void, Swift. But believe me, you're definitely going back."

Some of the civilians in the Mr. Smoothie's came out of the store and began to cheer, as Ben stood over the villainous hybrid. Cannonbolt noticed this and he smiled, giving everyone a quick wave.

'I guess I got my wish for some excitement today,' Ben thought to himself, but that thought was quickly interrupted when one of the employees of Mr. Smoothie's let out a high pitch scream and pointed past Ben.

Cannonbolt looked over his shoulder towards where the woman was pointing, and a red spiraling portal to the Null Void was opening. Before Cannonbolt could react, another one of the Rooters, known as Leander, leapt out of the portal ready for battle. Before he even made contact with the ground, he fired a beam of fiery red radiation from his black containment suit's faceplate, and it went straight for Cannonbolt.

Cannonbolt lifted his arms in response, using his armored plates to block off as much of the attack as possible. As Leander began making a push towards Ben, a tall and muscular man with blue skin, spikey white hair, yellow eyes, and who wore a black suit similar to the other rooter came out of the portal and made his way over to the recovering Swift.

"What are you doing? Get up and push the attack." The alien said to Swift, who grumbled under her breath and pushed herself off the ground.

Cannonbolt felt Leander's energy attack begin to fade away, so he glanced over his plating and saw the blue-skinned alien and he gasped in a mixture of confusion and shock, "Ragnarok?"

Leander took this moment of shock to fire a blast from his faceplate right into Cannonbolt's leg, and Cannonbolt grunted in pain, as he was forced onto his chubby unseen knee. Cannonbolt glanced up to see Ragnarok now flying straight towards him with killer intent. Ragnarok covered his fist in solar radiation as he sent it into Cannonbolt's chest.

Cannonbolt was sent flying back into the Mr. Smoothies. After crashing into the counter, Cannonbolt groaned in pain, while the casher glanced down at him.

"Mr. Tennyson?" The young man softly asked. "I'm guessing you're not here for a smoothie." As the cashier talked to Cannonbolt, Cannonbolt held down his Omnitrix faceplate for three seconds, and it began releasing out a signal on a very high frequency.

"I was. But hey, I had to ask for a little adventure." Cannonbolt chuckled as he pushed himself off the ground. He looked out the massive hole he just created in the wall, and he saw Ragnarok, Leander, and Swift preparing to fire off their own unique energy attacks at him. Cannonbolt narrowed his eyes and waited for all to fire, and as soon as they did, Cannonbolt was surrounded by another emerald flash from the Omnitrix.

As the blasts cut through the emerald light, a silicon-based alien made of dense dark purple crystals with several magenta shards all over its body with a single green eye appeared through the emerald flash. This alien was wearing a green jumpsuit with white stripes on the waist and green-and-white striped gauntlets on his wrists and legs.

"**Chromastone!**" Ben yelled, as he braced himself, absorbing the energy of all three attacks into himself. As Ben absorbed the energy, his body began glowing multiple rainbow-like colors.

Leander was the first to stop firing off his energy, and he growled to both Ragnarok and Swift, "Stop, he's absorbing our power!"

"Too late!" Chromastone mused, as he slung his arms forward and several beams of ultraviolet beams firing from his body and went through for the trio of villains. All three villains were thrown backwards, but while Swift caught herself midair and began floating over her teammates. Ragnarok and Leander slammed into the ground hard. Ragnarok was quick to his feet, as Swift landed next to him.

"This is not working. We need to pull back." Swift noted and Ragnarok growled at her.

"That is not an option. The proctor needed ten minutes. We need to hold him back for three more." Ragnarok said, as Chromastone walked out of the Mr. Smoothies and fired another beam of ultraviolet energy at both Swift and Ragnarok. Swift jetted into the air, while Ragnarok simply leaned out of the way of the attack.

"You haven't changed, Benjamin Tennyson." Ragnarok yelled out to Chromastone, who stopped firing his beams, and his blinked his single eye.

"What exactly do you know about me, Ragnarok?" Ben asked, "I met you like twice, and both times were less than a minute. Hell, I thought you were dead."

Ragnarok rolled his eyes and fired forward a blast of solar energy at Chromastone. Chromastone easily absorbed the attack and fired out an attack of his own. Ragnarok leapt out of the way of the attack, and fired another beam at Chromastone, who prepared to absorb the attack. However, Swift quickly dropped down and grabbed Chromastone with her clawed feet and lifted him into the air.

"Bad move!" Chromastone yelled, as he was being pulled into the air by Swift. Chromastone's body was then engulfed in energy, and the energy burned Swift's feet, and she released Chromastone. Chromastone began hovering in the air to face off against Swift, while Leander got off the ground and fired his radiation beam into Chromastone's back.

Chromastone was caught off-guard by this attack, and he was pushed forward towards Swift. Leander suddenly cut off the power, and Swift slammed into Chromastone and sent him flying towards the ground. Chromastone groaned in pain, as Swift slammed into him again. As Swift dove down at him once more, Chromastone was engulfed in another flash of emerald light. Swift flew straight into that light, but as the light disappeared, Ben was nowhere to be seen.

"What?!" Swift asked in confusion. Swift began to hover stationary in the air, and she scanned the skies for Ben. Swift tapped her headset and yelled into it, "Where is Tennyson? He was right in front of me and now he's gone."

"We don't have a visual on him." Swift heard Ragnarok say in the comms to her. Swift growled, and was about to respond, when large black and white tendrils appeared around her and began wrapping around her uncontrollably. Swift tried not to panic at first, but when the grip on these tendrils locked into place and trapped her, that is when panic came into her eyes.

"**Ghostfreak!**" An eerie whispered reached out to Swift's ear, and she whipped her head around to see a white ghostly alien with a single green eye and several black cracks throughout his body appeared. He had green chains locked all over his body, and the Omnitrix rested on his chest.

"Tennyson!" Swift yelled out.

Ghostfreak looked past Swift's shoulder to see Ragnarok rocketing toward them. He narrowed his single eye and mused, "Let's wrap this up!"

Ghostfreak began pulling Swift after him, as he rocketed downward to match Ragnarok's charge. However, as they collided, Ghostfreak went intangible, releasing Swift while passing right through Ragnarok's attack. Ragnarok then slammed into Swift at full force, and the two went tumbling back towards the Earth.

Leander saw the two collide into one another, but he had no idea what had happened. He continued to yell into his headset, "Ragnarok? Swift? What's going on?!"

Ghostfreak appeared behind Leander, but as he neared Leander, the Prypiatosian-B/Human Hybrid quickly turned around and fired a blast of radiation from his faceplate. Ghostfreak turned intangible, phasing through the attack. As the attack ended, Ghostfreak went to possess Leander, only to be struck by a powerful blast of electric energy.

Ghostfreak let out a moan of pain, as the electric blast violently shook his body. Ghostfreak fell against the ground and lifted his head up to see a tall and skin alien/human hybrid with pale orange skin, and a large red armored head. The man was wearing a black Proto-Tech Armor. This was the leader of the Rooters, Servantis. He was once known as Proctor Servantis, but he lost that title after Ben defeated him and trapped him in the Null Void at the mercy of a group of mutated To'Kustars.

"Servantis…" Ghostfreak forced out in pain.

"Tennyson," Servantis growled at Ben. Servantis leaned down to the hero, who is still trying to force himself to move. "I've watched for two years to finally rid this universe of your presence, Benjamin. And finally, it will be safe."

Ragnarok and Swift got to their feet, and all four Rooters surrounded Ghostfreak, who glanced up at the hit squad that was meant to kill him.

"Dang." Ghostfreak quickly stated, "I've been in worse situations than this, Servantis. And guess what?" A smoke grenade dropped in front of Ghostfreak, as he quipped, "I'm still on top." The smoke grenade exploded and forced the Rooters away from the Ectonurite.

Servantis narrowed his eyes at where Ghostfreak once was, when a flash of emerald light exploded in front of him, forced him to back away from the bright light. Servantis' headset released a blast of electric energy, clearing out the smoke, and Ben was gone.

Servantis gritted his teeth, and he growled, "Let's go."

"What?" Ragnarok asked, "We nearly had him-"

Servantis then nodded at Ragnarok and noted, "And we do not need to press our luck. Stick to the plan." Servantis pulled out a Null Void Projector and fired it in front of him. The Projector opened a portal into the Null Void, similar to the portal that Leander had come through to attack Ben. Servantis and the Rooters went into the portal.

From behind a crushed car, Ben was back in his human form watching Servantis and the Rooters leave through the portal. Next to Ben was his old partner and best friend, Rook Blonko. The Revonnahgander had his Proto-Tool already drawn and ready for action, as the Rooters disappeared.

"So, they actually do have a working Null Void Projector. How did they get one?" Ben asked as the portal closed, and the danger appeared to finally be gone. Ben got up from behind the car, and Rook followed him.

"It is clear that they could not have found a Null Void Projector in the Null Void. So, it is most likely that Servantis built a Null Void Projector himself." Rook glanced at his short human friend, "This is very unsettling."

"Yep." Ben said as he crossed his arms. Ben dusted off his jacket off and smirked at Rook, "Hey, thanks for responding to my distress signal. Usually, Kevin and Gwen are around to save my butt when I need them. But hey, what can you do?"

Ben's smirk disappeared, when Rook frowned at him and said, "Ben Dude…we should get back to Plumber HQ." Ben noticed Rook's new demeanor, but he did not argue as Rook lead him towards Rook's new truck.

* * *

As Ben and Rook arrived in the Plumber HQ's briefing room, and Ben immediately noticed Grandpa Max, Blukic, and Driba. The three plumbers were all standing around a holo-table, which had pictures of Kevin, Gwen, and the Rooters.

"Ben, good. You're finally here." Grandpa Max said, looking up at his grandson and then nodding for both Plumbers to come forward. As Ben and Rook settled down around the table, Max started talking to the four Plumbers now in the room with him.

"Everyone here knows that Gwen and Kevin have been on a deep-rooted secret mission for nearly two years. But what everyone in this room did not know was that this secret mission was to investigate and find a secret weapon that has been developed by Servantis, that was stated to be able to rid the universe of Ben once and for all." Max grimly said to the Plumbers.

"What?" Ben said with wide eyes. Ben had both a feeling of sadness and confusion. He had not seen Kevin or Gwen in nearly two years. And he was just now learning that they were gone because they were watching his back from the Rooters.

"If they were supposed to be watching my back from the Rooters, how come I was just attacked by the Rooters? And a better question, why didn't you just tell me from the beginning? I could be out there helping Kevin and Gwen." Ben started at Max, with his voice beginning to get amped. However, Ben did try to control his anger and frustration out of respect for his grandfather.

Max then nodded, "Ben, Gwen and Kevin decided it would be best not to tell you because they knew you would try to go with them. And if Servantis actually had a weapon capable of destroying you, you would be in more danger going after him than if you were just on the sidelines. The three of us decided that Kevin and Gwen would be enough to investigate and stop Servantis."

"I sense a but coming up, Grandpa," Ben said.

Max then nodded and sadly noted, "Their transponders in their badges went out thirty minutes before you were attacked by the Rooters. We don't know where their transponders have gone to, but their last location was in the old Rooter's base in the Null Void."

Ben straightened his jacket and nodded, "Then we're going to the Null Void."

"Ben think this through." Max started, "If Kevin and Gwen have been caught-"

"Grandpa Max. This is Gwen and Kevin we're talking about. If they need our help, then we're going to help them." Ben nodded to his Grandpa. Max remained silent as Ben activated his Omnitrix and said, "Omnitrix, activate my Omni-Suit."

A stream of green and black nanites began flowing down out of the Omnitrix's ports and following over Ben's body. The nanites formed into a skintight green and black battle suit, with slight armor padding under it. The suit somewhat looked like Rook's proto-tech armor, but there was a bright green 'B10' on Ben's new belt buckle.

"Rex sent me this thing for my 18th birthday." Ben nudged Rook, who raised an eyebrow at his human friend. Ben grinned and nodded, "Yeah, it's not as cool as Master Control that Azmuth gave me, but a birthday gift is a gift. And this is still awesome."

Ben glanced at his grandfather and nodded, "Grandpa, I'm going to the Null Void to take down Servantis and the Rooters. Then I'll get Gwen and Kevin back home safely."

"No, Ben." Rook started, "You cannot go in alone. The Rooters nearly overwhelmed you just an hour ago. You will need backup."

Rook then pulled out his Proto-Tool and nodded, "I will assist you in this search and rescue mission for Gwen and Kevin. Perhaps both of us can defeat Servantis and his Rooters for the final time."

Ben nodded and looked at Blukic and Driba, "Where is Cooper and the Max Force? We could definitely use their help on this one."

Driba then nodded and said, "Well, Cooper and Alan are responding to a raging supernova in a different Sol System. Both Helen and Manny are still on their honeymoon, and the Plumber Helpers are still being trained by Kai on the Moon Base."

Max then grimly stated, "If you go in Ben, you and Rook are going in alone for now. We won't be able to send help to you for a while."

Ben looked at his Omnitrix and balled his fist. He put on his most confident face and glanced over to Rook, who was going over his battle inventory on his Proto-Tool. The Revonnahgander looked up at Ben and gave him a slight nod. The two friends were going all-in for this battle.

Ben then looked at the two Galvin. "Take us to the Null Void Projector Platform."

The five plumbers made their way across the base to the new Null Void Platforms. These new platforms allowed for instant transportation to the Null Void, and it could accurately pinpoint where the user wanted to go. It was the first thing that Blukic and Driba built in a long time that impressed even Azmuth.

"The device is primed and ready, you're set to go," Blukic said to both Ben and Rook, as the two Plumbers stood on the platform. "We'll be dropping you smack in the middle of the Null Void Prison that Gwen and Kevin's Plumber Badges were last transmitting from."

"We might be off by a few miles, give or take, so be ready for that too." Driba quickly add-in, and before Ben or Rook could say anything, Max walked onto the platform and embraced his grandson.

"Be safe Ben. You know what you have to do. Get your cousin home safely and stop Servantis." Max said to his grandson, before looking at Rook. "Protect each other while you're out there."

Rook nodded to his magister, "We will Magister Tennyson."

The platform began to activate as Max made his way off of it. Ben activated the Omnitrix, while Rook pulled out his Proto-Tool. Both plumbers were engulfed in a crimson light and disappeared in an instant.

* * *

Ben could not tell what was more instant, his trip to the Null Void, or the feeling of being screwed the second he arrived.

Ben and Rook appeared inside of the Null Void Prison just as Blukic and Driba promised. However, neither Rook or Ben could have predicted that they would appear surrounded by Leander, Swift, Ragnarok, and Grandpa Max's old partner Phil Billings. The four Rooters surrounded the two Plumbers, and they all had their powers turned on ready to kill both Ben and Rook.

"Oh man." Ben started to quip when Servantis walked into the massive prison corridor with a smug smirk on his face.

"Benjamin. Even as you destroy universes, play god, and face certain doom. I always find it amusing that you can make your childish quips to no end." Servantis said, with a lot of confidence in his voice. Servantis stood tall as if he had already won. This confidence was sometimes a good thing to see in Ben's villains. It was a usual sign that Ben could exploit them and use that against them. However, there was an aura around Servantis that was not exuding a smugness. This confidence felt very dangerous to Ben.

However, Ben decided to do what he did best and lean into the joke while he tried to make a plan of protecting Rook, defeating the Rooters, and finding where Gwen and Kevin were. So, he continued to quip.

"Stick around, big guy. Your mom is in the next one."

Servantis grimaced, but before he could say anything, Ben was engulfed in a flash of emerald light, and all the Rooters fired on both Ben and Rook immediately. However, they were all surprised to see a purple and black ape-like alien, with several purple high-tech nodes attached to its forehead, forearms, and chest. This alien had the Omnitrix on its left hand. These high-tech nodes produced a purple energy shield around both Rook and the ape-like alien.

"**Prime Ape!**" Ben roared, as the force field suddenly dropped, and both the Plumbers leapt at the Rooters. Prime Ape launched himself at Leander first, hoping to take out the radioactive villain first. Prime Ape slammed his fist down at Leander, who fired his radioactive beams to stop him. Prime Ape's forehead nodes began glowing, and a force field arced in front of the beam, leading it directly into Ragnarok who was charging at Ben's right side. Ragnarok was sent flying backward, as Prime Ape leapt on top of Leander and slammed his fists down on him like a savage ape.

Rook fired his Proto-Tool like a bow at Phil, but much to the ex-Plumber's surprise, the energy bolt that came out of the bow was bright blue. As it hit Phil's hide, it began dropping the temperature around him. Phil began to freeze in place, as Rook began to get into hand to hand combat with Swift.

Rook attached his magnetic grip on his Proto-Tool, and it reattached to his suit. Although the Proto-Tool was useful, Rook knew that if he was going to fight Swift in hand to hand, he would need to focus all his skill on slowing her down.

Swift made two quick jabs at Rook's face, both of which were dodged by Rook, who countered with a punch to the chest of the female hybrid. Swift coughed in pain, but Rook pressed his own attack hoping to finish her off quickly.

Prime Ape leapt off of Leander, who fired a flash of radioactive upper hoping to fry the alien. Leander pushed himself on his knees, but Prime Ape's nodes began to glow once again, and a purple force field surrounded Leander. The force field began to compress, forcing Leander on his face.

Prime Ape heard Ragnarok let out a battle cry of anger, and he turned to see Ragnarok charging at him with a look of pure hatred. Ben made the quick deduction that Prime Ape could take on Leander and maybe Swift, but Ragnarok would be a different story.

'I need to swap up my strategy for this one.' Ben thought to himself.

Prime Ape was engulfed in a new flash of light, and he was replaced by a vampire-like alien with pale-blue skin and sharp yellow teeth. This vampire was covered in black and green like fur, making him look more like a bat than a humanoid creature.

"**Whampire!**" Ben quickly exclaimed, before spitting out a green corruptura onto the forehead of Ragnarok. Ragnarok froze in place for a single second, as Phil recovered from Rook's initial attack. Whampire saw this and he yelled to Ragnarok, "Go and take down Phil!"

Ragnarok grunted in anger, but he turned and launched himself at Phil with full force. The two Rooters began clashing as if they were never once partners.

Leander forced himself off the ground, happy to see that Prime Ape's force field disappeared as soon as Ben transformed. The Rooter turned and charged forward at Whampire, firing off his radiation beams at the Vladat, hoping to kill him.

Whampire leapt over the fiery beam of radiation, and then quickly transformed into a bat, darting upwards towards the roof. Leander tried to adjust his aiming for a smaller target, but it was no use.

Servantis ignored all the fighting between his Rooters and the two Plumbers, as he walked over to a control panel and began typing onto the panel. As he activated certain protocols and pressed buttons, a large panel opened at the end of the room revealing a large black and golden circular device that had many different ancient runes imprinted on it. Servantis began firing his lightning into the device, and the runes began glowing bright purple.

Swift kicked Rook in the chest, and the Plumber stumbled backward in pain. But as Swift fired her neuroshock beams at Rook, he ducked under the beams and slammed his shoulder into her face. Swift backed away, clearly stunned by the heavy blow. Rook took this time to look at what Servantis was doing.

"Oh no." Rook said with worry in his voice. Rook the glanced at Ben dodging Leander's attack. Rook pulled off his Proto-Tool and fired an energy bolt at Leander. The bolt struck Leander in the back, and the Rooter growled in pain. But as Leander turned towards Rook to retaliate, Whampire changed from his bat form to his larger alien form and slammed down on top of the Rooter.

"Thanks for the assist, partner." Whampire started when Rook interrupted him.

"Ben! Correct me if I am wrong, but that device up there. That is the Hand of Armageddon is it not?!" Rook pointed at the device that Servantis was powering up, and Ben's eyes widened in shock.

"No way. There's no way that thing exists in this universe. I destroyed it with the help of…myself." Ben said, thinking about how a version of his possible future self, named 'Ultimate Ben' worked with him to stop Eon and destroy the Hands of Armageddon. The fact that it was back meant a lot of different things, but none of them were good.

"Stop Servantis!" Whampire yelled, firing a corruptura at Servantis. Servantis leaned out of the way of the corruptura, as the Hands of Armageddon actually began to activate.

Whampire and Rook charged at Servantis, but as they neared him, Swift fired her neuroshock beams into the backs of both heroes. Both Plumbers pushed over Servantis and into the Hands of Armageddon! Both Ben and Rook let out screams of pain, as their bodies were shredded to pieces atom by atom. Whampire was engulfed in a flash of crimson light, and Ben returned to his human form. For a single second, Servantis smiled at this development.

Servantis knew that the Omnitrix could save Ben from being killed in certain situations. But this situation seemed to be too dire even for the Omnitrix to transform Ben into something.

"Today is the first day in a universe without Ben Tennyson," Servantis said.

Without a warning, Ben's Omnitrix began glowing brightly. Suddenly, Ben, Rook, and the Hands of Armageddon were all engulfed in a flash of emerald light. All the Rooters looked away from the bright light besides Servantis, who smirked with wide eyes. As the light died down, the Hands of Armageddon were gone, along with Ben and Rook.

Ragnarok ripped the dead corruptura off his forehead and crushed it in his palm. Ragnarok then glanced around and asked, "Did it work? Did we finally kill Ben Tennyson?"

Servantis smiled back at his Rooters, "No. This is even better. Benjamin Tennyson is gone."

FOREVER

* * *

"EAT THIS!" Was the first thing Ben heard, as he began to emerge from a crimson flash of Null Void energy that had once surrounded both himself and Rook. Ben felt weightless for a second until he slammed face-first into an ice-covered floor. The fall as not pleasant, however, it was even less enjoyable when Rook slammed down on top of him next.

Ben could not tell where he was, all his senses were turned up to their highest dial, but he knew for sure he was no longer in the Null Void. It was definitely too cold for the Null Void right now. As Ben's eyes began to adjust, he realized he was in an arctic cave, with ice covering every surface of the cave. The place was absolutely beautiful. Ben then noticed that they were not alone. Across the cave were a man and a woman…and a blue cat with wings.

'Okay…that's not normal to find in a cave.' Ben thought to himself, still trying to collect himself in an appropriate manner.

The man looked around Ben's age, maybe a year older. He had spiky pink hair, what appeared to be a black and orange tunic, and a white scarf that was wrapped around his neck. He also had a strange tattoo on his right shoulder.

The woman was younger than Ben, he was sure of it. But by no longer than a year. She had a nice physique, pale skin, and long blonde hair. She wore a white and blue short-sleeved shirt and a short blue skirt that was clearly not appropriate for being in such a cold environment.

And of course, there was the blue cat with white angel wings hovering over the shoulder of the blonde female. The cat had on a green backpack. That's all Ben could really process.

The smoking giant ape that was laying beaten in front of the pink haired was nothing for Ben to really think about. He had literally just been shredded to pieces and put back together by the Omnitrix. Surviving that allows one to overlook the weirdness of giant smoking apes.

"Wasn't this monkey supposed to tell us where your friend is?" The blonde said to the pink haired man, who chuckled and rubbed the back of his head awkwardly.

"Oh, I forgot about that." The pink haired man said. "I guess I got all fired up and got carried away."

The cat then joyfully laughed, "You always do this, Natsu!"

The giant ape in front of the three began to glow a bright golden light, and the female yelled out in shock. Ben's eyes widened when a middle-aged man emerged from that light, where the ape once lay. The man had dark purple hair, and was in a very awkward position, with his legs flung into the air and his hand slammed into the ground.

"Whaaaaat?!" The female yelled, "Are you telling me that monkey was actually your friend this whole time?!"

"Aaaaargh?!" Rook said on top of Ben, and this startled the female even more. The man, woman, and cat quickly spun around to see Ben and Rook laying on the ground, clearly injured.

"What the heck? Who are those guys?" The blue feline asked in surprise.

The trio cautiously walked over to Ben and Rook, and Ben's vision began going dark. He knew he could not make any coherent words, but he gave it a shot anyway.

"Ewhaht ao daoy." Ben said, before he passed out under Rook.

* * *

**So yeah, that is the first chapter of Omni Fairy. Hope you all enjoyed it. I'm new to writing Fanfiction, so I'm always opened to advice on how to improve my stories. So, leave a comment and let me know what you think, and how I can improve the story as I write it.**

**While exploring the universe for three months with Kevin, Gwen, and Rook, Ben has collected at least 24 new alien species into his Omnitrix. He has also discovered 17 more aliens that have been in his Omnitrix as well. This story is not only a story that focuses on Ben and Rook being exposed to a new universe, but how Ben becomes Ben 10K. This will involve him using his Omnitrix and alien forms as tools and not simply as blunt weapons. I'm excited to write Ben as he matures into an epic hero, and I hope you all are excited to join me on this journey.**

**Forgive me for any spelling errors, I'm still looking for a Beta Reader.**

**Thanks for reading and have a nice day.**


	2. And Then There Were Two Part 2

**Ben 10 Omni Fairy**

**Episode 2 And Then There Were Two Part 2**

As Ben began to come to, he heard a soft and sweet voice singing a song that was music to his ears. Ben's eyes began fluttering open, as he let out a groan of discomfort. A beam of sunlight stretched down to his face as he tried to look up, so he shifted in the comfy bed he was waking up in.

Ben looked over to his left to see a beautiful young woman, who appeared to be the origin of the soft singing. She had long white hair that reached down to her back, and large blue eyes. She was putting flowers in a vase on a nightstand near Ben as she sang her song.

"Hey, excuse me?" Ben softly asked as he pushed himself off his back. He looked around, realizing that he was inside some kind of infirmary, but there was no kind of equipment that would normally be seen in a hospital. There were only beds spread out in a large room. In one of the beds was the older man with dark purple hair that Ben had seen earlier when he had first fallen through the portal. He was resting, with a small boy at his side sleeping right next to him.

Ben then remembered how there was a pink-haired male, a blonde female, and a blue flying cat. Where was he exactly? Then Ben remembered the portal!

Ben glanced back at the woman with white hair, as she smiled at him. Ben then frantically asked, "Where am I, exactly? And where's Rook?"

"You're in Fairy Tail's infirmary." The girl sweetly said, with a large smile on her face. She then nodded and continued to smile, "Natsu, Lucy, and Happy brought you in with Macao. We brought you and your friend to the infirmary to heal you up. Your friend recovered a lot faster than you. He's out in the Main Hall speaking with Master Makarov. He wanted to let you rest a bit longer."

Ben climbed out of bed and began to stretch. He had not felt this fatigued in a while. Then again, he also had not been so close and personal with the Hands of Armageddon in a while. That was the third time that device nearly killed him! But there was a major component missing from the equation this time. The first two times, Eon was the one using the Hands of Armageddon to attack Ben. This time it was Servantis…and that made Ben a bit more worried.

"By the way." Ben said, trying to put on a more comfortable and charming smile, "I've never heard of Fairy Tail. I'm guessing we're not on Earth."

"Oh, we're in Magnolia Town." The girl sweetly said, and Ben could not help but force a smile. That was not the answer he was looking for.

'Hopefully, Rook has a better answer.' Ben thought to himself, as the sweet girl led him out of the infirmary. They walked through a long hall that had beautiful portraits of people on them. Ben gazed at a few of them in amazement, as the two walked towards a light at the end of the hallway. Ben could hear a loud commotion coming from that light and he glanced at the female, who smiled as if nothing were happening.

"So…we're not going to talk about the loud banging noises that we're approaching?" Ben said aloud, "Okay."

"That's just Fairy Tail for you. We're a bit extra rowdy today. Master Makarov is leaving for a Guild Masters meeting soon, so we're going to be on our own for a bit." The girl smiled at Ben, who rubbed his neck awkwardly.

"Guild?" Ben raised an eyebrow, as they walked into the Fairy Tail guild hall and saw all the different guild members clashing with each other in an intense fight!

Ben did a sidestep, as a huge fireball went sailing past him and into the roof. The white-haired girl simply leaned out of the way, as a chair was tossed in her direction.

"A little extra rowdy?!" Ben chuckled to the girl, as he saw the pink-haired guy he first saw in the cave clashing with a raven-haired guy who was in only his underwear. Ben shook his head in shock, as he then laughed, "This place is definitely lively."

"You can say that again! And the master is still here!" The girl laughed, as a table came sailing down at the both of them. She saw the table closing in and she simply laughed, "Incoming!"

Ben and the girl moved out of the way as the table slammed into the wall behind them, shattering to pieces. Ben looked at the girl and began to ask, "Shouldn't someone…stop this madness?"

"It'll slow down eventually." The girl laughed, as she led Ben to a bar where a tan-skinned young woman with brown hair sat away from the fighting drinking from a large mug. The white-haired girl walked behind the bar and smiled at the brown-haired woman. "Hey, Cana. Enjoying your drink?"

"As much as I can," Cana laughed, completely ignoring Ben's presence. Ben had to admit, but wherever he had just landed, there were dozens of beautiful women here. Cana smiled at the white-haired woman and said, "Hey, give me one of those barrels of rum, Mirajane. Momma's thirsty."

"Wow." Ben laughed to Cana, who finally glanced over at him. Ben then laughed, "Are you sure you want to drink an entire barrel of rum?"

Cana smirked at Ben and laughed, "I down at least five barrels of alcohol a day. I can handle my liquor."

Ben was about to make a smart remark but fell silent when Cana grabbed an entire barrel of rum and began drinking from the top of the barrel. Ben blinked in awe, as she continued to down the alcohol, not even stopping to breath.

"Wow," Ben muttered to himself, before smiling. This definitely wasn't Earth.

"Can I get you something… I never got your name." Mirajane said smiling at Ben, who smiled and nodded to her.

"Benjamin Kirby Tennyson." Ben stated while putting on his most charming smile, "But my friends call me-"

"Ben!" Ben heard Rook's voice, and he immediately whipped around to see his partner quickly walking over to him. Ben and Rook grabbed each other's hand in a show of brotherly love. Rook nodded to Ben and said, "I knew you would be up not long after I was on my feet. I was just speaking with this Guild's Master Makarov."

"Yeah." Ben nodded to Rook, looking around at all the strange people of Fairy Tail fighting, using strange abilities. Ben then whispered to Rook, "I don't think we're in our universe anymore, dude."

"I came to the same conclusion, Bendude." Rook nodded, as he led Ben back to the bar. Rook smiled at Mirajane and nodded, "Your Guild Master said he was leaving now, and he was going to leave things for you all to sort out."

Ben looked at Rook and frowned, "I guess this Master didn't want to meet me."

"I'm sure Gramps was just in a hurry," Cana said, waving Ben off. She had just finished the entire barrel of rum and was now drinking another mug of alcohol. Cana then burped and laughed, "He's just trying to get as far away from here as possible."

"He deserves a little peace and quiet." Mirajane laughed.

Ben looked over to Rook, who pulled off his proto-tool and began turning on its holographic scanner. Rook nudged Ben and said, "Look at this, Ben." Rook pointed at his scans that he was picking up.

"The planet that we are on has a gravity constant of 11.4 meters per second squared." Rook said, as he then looked at Ben, "Also, it appears that this planet also has a higher reading of exotic matter on its surface than our Earth does."

Ben scratched his head at Rook, as he looked at the scanner. He then glanced at Rook and nodded, "Yeah dude. Like I said, we aren't in Kansas anymore."

"Actually dude. We were never in Kansas. But it is safe to say that this is not even a parallel universe we have landed in." Rook said to Ben, which caused the human to sigh and shake his head. Rook then continued, "There are too many physical changes for this to be a universe parallel to our own."

Ben activated his Omnitrix and looked at Rook, "I still have Clockwork and Alien X locked up since the Alteria Prime incident, but we might need them to get back home."

"That is true," Rook said as he rubbed his chin. "But, there was something else that I found while talking to Makarov, Ben. It is quite…interesting."

Ben raised an eyebrow at Rook, and said, "Well, don't stop for suspense buddy. Tell me."

"It might be easier to just show you, Bendude." Rook quickly said, as he glanced over at Mirajane and asked the beauty, "Can you take us upstairs so Ben can see what your Master showed me earlier?"

Mirajane smiled and nodded, "Oh, of course."

As Mirajane came from behind the bar, the fighting began to slow down. The pink-haired guy and the naked raven-haired guy were still slapping each other around, but everyone seemed to be chilling out. Ben raised an eyebrow in shock when he saw the pink-haired guy clap his hands together and a magic circle appeared in front of him!

"**FIRE DRAGON'S ROAR!**" The pink-haired mage yelled, as he closed his hands over his mouth and breathed waves of flames from his mouth that rushed at the raven-haired guy. Ben's Omnitrix began to glow as its user began to move towards the flames when Rook grabbed his shoulder.

"Wait, Ben." Rook cautiously said.

The raven-haired boy closed his hands together and growled, "**ICE MAKE: SHIELD!**" A magic circle appeared in front of the guy, and a shield of ice grew out defeating him from the flaming attack.

Ben's eyes widened in awe. He had seen magic before. Heck, he had seen more impressive magic with Gwen. But it was still just impressive how easily these young men were just casually using magic with not much hand movements or calling out spells. Ben was no mage, but he knew magical talent when he saw it. These two guys were definitely naturals at magic.

"Best not to get in their way for now." Mirajane hummed to Ben and Rook as she started up the stairs to the second level of the guildhall. She then smiled down at Ben and Rook, "They'll calm down once Erza shows up."

Ben shrugged at this, as they followed Mirajane up the stairs. On the second floor, there were tables like down on the first floor of the main hall. But these tables were empty. There was also a message board, with several papers listed on them as well. The language was not entirely in English, but Ben was able to piece together most of it with ease. Thank God he had taken an alien language course with Alan and Cooper at the Plumber Academy last year.

However, the portraits were what once again caught Ben's attention. Whoever was creating these paintings was clearly a trained and professional artist. Before looking at the well detailed portraits, Ben, read a sign above them that said, 'S-Class Wizards'.

"Wizards, huh?" Ben noted aloud, and then looked at Mirajane. He then asked a question he was already assuming the answer to, "So, is that what everyone here is? A wizard?"

"Yep." Mirajane said, smiling at Ben. She then continued, "But not everyone in Fairy Tail is an S-Class Wizard. You see, S-Class Wizards have to pass special tests to gain this status here at Fairy Tail. Our last held trial to gain that status was a little over a year ago. We got two new wizards who passed the trials and became S-Class."

"Ben. Look at the newest painting of that year's group of S-Class Wizards." Rook said, pointing at the highest picture. Ben narrowed his eyes at it, looking at the group of wizards there.

Mirajane was there, and Ben immediately smirked at her and nodded, "You're an S-Class wizard?"

Mirajane blushed and clapped her hands together shyly, "Well, you could say I'm an honorary S-Class wizard for the photos. It's a really long story. I'd hate to bore you."

Ben shook his head and politely said, "I doubt it'd be boring." He then looked back up at the picture. There was a beautiful red-haired woman in a suit of armor standing beside Mirajane in the photo. Ben blinked again, looking at the scarlet beautiful. It was incredible how a universe could be filled with so many lovely women. After that, there was a man who was in many cloaks and robes, hiding his face under layers of cloth. Behind him stood a tall and muscular older man, with orange hair and a joyful smirk on his face. A man with a confident smirk and spiky blonde hair was at the front of the picture next to an elderly man that Ben assumed to be this Master Makarov. It was then that Ben noticed the final two people in this painting, and he felt like an idiot for not seeing them sooner.

In the outer corners on each side stood the new S-Class wizards for Fairy Tail. One was clearly Ben's cousin Gwen! She was in her human form but wearing her newest Lucky Girl outfit that she would don when going on Plumber missions. Her hair was much more grown out than it had been since Ben last saw her, and she had a huge smile on her face. Then there was the final wizard…Kevin Levin. He was on the opposite side of the painting, and he was wearing what appeared to be a sleeveless muscle shirt that had Taydenite shoulder pads. He wore fingerless gloves, that had metal spikes on the end of them.

Ben blinked at this painting in awe, trying to process what he was seeing.

"What the…" Ben said, glancing over to Rook, who was nodding at Ben as if it was just as confusing for him. Ben looked at Mirajane, who was smiling at the group portrait while admiring its beauty. Ben stared back up at the painting trying to take this in once again. Were his eyes deceiving him, or were these really the people he knew from his own universe?

Ben was engulfed in a flash of green light and was replaced by his smallest alien, Nanomech. Besides yelling his name out like he normally did; the artificial alien chip flew upwards to the painting and began examining it. Rook walked closer to the painting and tilted his head to it. The two wanted to make sure they were seeing every detail on both Kevin and Gwen.

"So." Mirajane smiled at Rook, unfazed by Ben's transformation, "Benjamin said his last name was Tennyson, right? Just like Gwendolyn. Are they siblings?"

Nanomech landed on the ground and transformed back into Ben, who rubbed the back of his neck, "No, we're cousins. But we might as well be siblings. And Kevin is one of my closest friends. So, you're telling me that Gwen and Kevin are here and a part of your crew?"

"Guild." Mirajane smiled but then frowned and raised her head as if she needed to think. She then slowly said, "Gwen is out completing a quest with Alzack and Bisca at the moment. Cana told me that Gwen told her that she'd be back in a couple of days from now."

Ben rubbed his head in confusion. He then thought to himself, 'These might not even be my Gwen and Kevin. This universe could have a completely different version of myself, my family, and the Plumbers. But that made no sense. If this is just another parallel universe, where was this universe's version of me? And if this isn't a parallel universe to my own, then there will be no version of me, or Grandpa Max, or Gwen.'

Ben then snapped his fingers and thought to himself. 'The Plumbers! Of course! That is the perfect way to test how divergent this universe is from my own. If this universe has a Plumbers intergalatic organization, then maybe there is a Grandpa Max who can help them.'

Mirajane was ranting about something, when she finally said, "Last time I checked, Kevin is still with the Thunder God Tribe in the northern regions of Fiore. Laxus is always off doing something with his team-"

"Do you guys have the Plumbers here?" Ben quickly asked, in an urgent tone.

Mirajane looked over at Ben in confusion. The beautiful woman then tilted her head and asked Ben with some concern in her voice, "I'm sorry. Do you need to use the restroom? I can show you where they are on the main floor."

"No." Ben said, a bit embarrassed, looking to Rook for support.

The Plumber simply noted to Ben, "I have been sending out an SOS message on different frequencies since I was out of bed, Ben. And that was over four hours ago. We have not received any answers yet. It might be safe to assume that there are no Plumbers in this universe."

"Then how can there be a Gwen and a Kevin, but no Plumbers?" Ben said, rubbing his chin. He looked at Rook and nodded, "Sure wish we grabbed our Time Anchors before we jumped to the Null Void. We would have been able to call for Professor Paradox at least."

"Professor Paradox is dealing with the Macroflux, last time I checked Ben." Rook noted to his friend, who couldn't help but grow a huge grin on his face. Rook smiled and laughed, "You think that sounds cool, don't you Bendude?"

"Very." Ben said, as Mirajane looked down on the first floor as all the commotion finally went quiet.

Mirajane then smiled and laughed, "Oh, Erza is here. Isn't that nice." Mirajane began making her way downstairs, while waving at Ben and Rook, "When you two are done up here, come down and see Erza before she leaves with Natsu and the gang! She might be able to tell you about Gwen."

Ben and Rook glanced at each other, "So…I guess let's go to meet this Erza."

* * *

"Of course." Ben said to Rook, as they saw Erza Scarlet standing at the entrance of the Guild Hall. The scarlet-haired beauty stood up confidently in her suit of armor. Ben could not help but gaze at how beautiful and elegant the calm and collected wizard seemed, as she scanned the room of mages. Ben looked at Rook, as they made their way down the stairs, "Of course she would be the cute lady from the painting. Is every girl in this universe a knockout? Or what?"

Erza noticed Ben and Rook coming down the stairs talking to one another, as Mirajane came to greet her. Erza respectfully nodded to Mirajane, who returned a sweet curtsy.

"Who is that? I feel like I have seen him before." Erza nodded at Ben.

Mirajane then nodded and laughed, "Oh, that's Benjamin Tennyson and Rook Blonko. Natsu, Lucy, and Happy found the two while out looking for Macao in the mountains."

"Tennyson?" Erza glanced over to Mirajane, "Like Gwendolyn? Are they related?"

"They're cousins." Mirajane quickly hummed, "He knows Kevin as well. He said they were all really close, actually."

Erza raised an eyebrow in interest. The mage watched as Ben and Rook casually walked past Natsu and Gray, who had their arms around each other as if they were the closest of friends.

Ben looked at the two and laughed, "Weren't you two just duking it out like a minute ago?" The pink-haired mage immediately grabbed Ben and pulled him into the pseudo friendly embrace and forced a chuckle.

"What are you talking about? We're the best of buddies! Why would we ever fight?" Natsu forced a smile, holding Gray in his other arm. "I'd take a magical bullet for this guy."

Gray forced a smile as well, eyeing Erza while laughing, "Yeah…don't take it too far."

"Glad to see you two getting along so well." Erza smiled at the boys, as Ben pulled himself free from Natsu's grip. Erza then directed her attention to Ben and Rook, as they made it to her. Rook extended his hand and Erza shook it. Erza then shook Ben's hand and then smiled at the male. He looked around her age, and he had a very charming and confident look on his face. Erza could not fight the feeling that this young man's confidence was backed up by a large wave of power. He definitely reminded Erza of Gwendolyn. "I'm Erza Scarlet of Fairy Tail. I don't believe I've met either of you before."

"Greetings." Rook formally said to Erza, "I am Rook Blonko of Revonnah. It is a pleasure to meet you, although I wish it could be in different circumstances."

Rook glanced at Ben, who put on his charming smile while shaking Erza's hand. Ben has been shaking the hand of famous and powerful people since he was 16, so of course, he could be charming. But there was still this genuine feeling of joy just to meet someone new and beautiful in a new universe. And Ben definitely did not mind that he and Rook were tossed in the middle of a universe with elegant and beautiful bombshells like the women he was meeting at Fairy Tail.

"I'm Ben Tennyson." Ben started when Mirajane sweetly interrupted him.

"Benjamin Kirby Tennyson, actually," Mirajane said.

"What a manly name!" A tall and powerful-looking man with short spiky white hair walked over and stood behind Mirajane and loudly boomed. This was her younger brother, Elfman Strauss. He then put on a wide smile as he slapped Ben on the back, "But Tennyson? Are you related to Gwendolyn?"

"Yeah, she's my cousin," Ben said to Elfman, before looking at Erza. Ben then nodded, "Mirajane showed me the paintings of the S-Class wizards. That's Gwen and Kevin up in the paintings. How?"

"How?" Erza tilted her head in confusion, "They passed all the S-Class wizard trials."

"No…I mean," Ben said, shaking his head in a bit of frustration. He then had to remember what he had to always do when he would go to a new universe that was such a divergent from his own. Ben then snapped his fingers and nodded, "Okay. Listen, Rook and I are not from this world. We're not from this universe. I know that might be hard to take in, but it is true."

Ben and Rook waited to see the shock on the faces of the wizards of Fairy Tail, but none of them actually seemed surprised by this. They just stared at them, waiting to see if there was something else that Ben was going to say.

Ben blinked for a second in shock, then he nodded, "I said, we're not from this-"

"That's actually pretty common around here, Ben." Erza nodded, trying not to embarrass the young man. Erza glanced at Lucy, the stunning blonde that Ben had first seen in the cave with Natsu and the blue cat. "Lucy is a celestial wizard. She calls on the aid of beings that dwell in a different world. There are actually many wizards who can call spirits and beings from other worlds to communicate with them, bargain with them, or even possess and control them. It's quite common here."

Ben did a double-take on Lucy, as he awkwardly rubbed the back of his neck. "Oh…we haven't exactly been to a world that is so…casual about stuff like that."

"Yeah, Gwendolyn and Kevin were afraid we would not understand at first too." Mirajane giggled to Ben and Rook.

Rook then nodded, "So that means Kevin and Gwendolyn were not originally from this universe. That means-"

"That's our Gwen and Kevin," Ben shouted in excitement. Ben smiled at Rook, who returned a smile to his partner. "If Gwen and Kevin actually came here, that means we can find them and find a way to get back to the Null Void and takedown Servantis."

Natsu casually walked over to Ben and Rook with a huge smile on his face. "So, if you're related to Gwendolyn, that must mean you're powerful."

"Not now, Natsu." Erza started with Natsu, who put on a very mischievous grin.

Natsu then chuckled, "You want to fight me, new guy? Show us all how tough you are." Ben raised an eyebrow to Natsu at the odd request. The challenge did not seem like one of arrogance but of interest and curiosity. Ben could not help but let his curiosity flow as well. He had seen Natsu just use a fire-breathing technique to attack Grey, but was that the extent of his power. Or was there something more to the pink-haired mage with a huge mischievous smile on his face.

Before Ben could even respond, Erza slammed her iron-cladded hand onto Natsu's shoulder and firmly said, "I think not, Natsu. We have to go anyways. We can't miss our train."

"What?!" Natsu whined, "Come on! I wanted to fight Ben! He said he was Gwendolyn's cousin. He must be somewhat tough like her. Or maybe he's like Kevin."

Despite his pleas, Natsu was pulled out of the Guild Hall by Erza, who made one more statement to both Ben and Rook.

"We should be back in a couple of days. If Gwendolyn doesn't make it here before us, I'll take you both to find her." Erza said and was gone out of the Guild Hall as quickly as she appeared. Lucy gave all her guild members a friendly wave before she left behind Erza and Natsu. Gray awkwardly picked his clothes off the ground, and then stumbled after his gang. Happy was the last to finally leave, with a large fish in his mouth.

"What…" Ben shook his head in confusion.

"This is good news, Ben." Rook nodded to his partner as he pulled out his scanner again. "This trip of ours appears to have just gotten much shorter. All we have to do is wait for Gwendolyn or Erza to get back. Either way, we will be fine."

"Yeah, sure buddy," Ben said, with a small smile. Little did the two know, their little trip was about to grow into something much bigger.

* * *

For the rest of the day, Ben and Rook were shown the hospitality of the Fairy Tail Guild. All the remaining guild members kindly showed Ben and Rook around the Guild Hall, or at least the areas of the guild that were open to the public. It was clear that while everyone seemed nice enough, they were still not completely trusting of Ben and Rook.

As the sun began to set, Mirajane led Ben to the bar and asked the hero, "Can I get you a drink before I close the bar down?"

"No thank you." Ben shyly said. He had not had too much alcohol in his days, so he was sure it would not be a good idea to start drinking in some new universe he was still learning about.

Mirajane tilted her head towards the blushing young man and laughed, "Are you sure? It's on the house."

Ben tried to hide his blush and nodded, "No, I'm good. But do you know where we could get some dinner?"

"Of course, let me close the bar down, and Elfman and I can walk you to a nice restaurant we were planning on going to tonight." Mirajane smiled at Ben, and then grabbed a shot glass and placed it down in front of Cana.

Mirajane poured Cana one more drink of whiskey and then began closing down the bar. Ben glanced at Cana, who downed the shot in a flash, then looked at Ben with a bit of a boring look.

"So, what exactly are you and Rook going to do while you're waiting on Erza to get back?" Cana lazily said to Ben.

Ben glanced over to Rook, who was reading reports on his scanner. Rook was rubbing his chin as if he were in deep thought. Ben glanced over to Mirajane, who was humming to herself as she cleaned up behind the bar.

"I guess I'll just wait around here for something to happen," Ben said to Cana when there was suddenly a small tremor that shook the Fairy Tail guild hall. The tremor was small enough to cause everyone in the hall to stumble a bit, but it was not powerful enough to do any damage. Ben caught himself on the bar, and he glanced over to Cana, who was now on her feet and gripping the bar as well.

Ben looked over the bar to see Mirajane also holding onto the bar.

"Okay." Ben forced a smile and quipped, "That's normally not a great sign of things to come, back on my Earth."

"TENNYSON!" A voice boomed through the Fairy Tail guild hall. It was clear it was coming from outside the guild, but the call still echoed throughout the corridor. Ben couldn't help but cringe at hearing this voice. It was a voice he was sure he had not heard in the past two years.

"Neither is that." Ben quickly added.

Rook had already turned his Proto-Tool into a focused plasma rifle and was running towards the exit, ready to battle. Ben matched Rook's pace, as he activated his Omnitrix.

"Rook, just like old times buddy?" Ben chuckled, as he began scrolling through his playlist of aliens trying to find a specific one.

Rook swung the door open and said, "Just like old times. We should prepare ourselves for whoever is outside trying to attack you."

The two came to a stop outside and were forced to look away from a brilliant golden light that shone down on them. Both Ben and Rook took a step back, nearly being blinded by the beams of light, that only seemed to be getting brighter. The two heroes looked away from the brilliant light, as it slowly approached them.

"What is that?" Rook asked, in confusion.

Ben and Rook then both heard a voice escape from the golden light, "Well, well. If it isn't Ben Tennyson!"

Ben's eyes widened. He knew that voice. The shapeshifted pushed his Omnitrix and growled, "Omnitrix, activated Omni-Suit!" Ben's Omni-Suit wrapped around his body once again, but this time, his Ultra-Ben goggles also formed over his eyes. The goggles began filtering out the excess light, as Ben turned and looked back up at the source of the light.

There was a naked young man floating several meters above Ben and Rook, whose skin was completed coated in what appeared to be gold. He had long wavy hair, which was also golden. The man's body was exuding golden energy that came off him like brilliant beams of light. As the light shined down on both Ben and Rook, Ben gritted his teeth at the young man, who began smirked down on him.

"Morningstar," Ben growled.

"Michael Morningstar?" Rook questioned, as he put his hands over his eyes to try to gaze into the light. Rook's eyes fluttered as he asked Ben, "I can't see through the light, Ben, you'll have to-"

Before Rook could finish, Ben had to tackle the Revonnahgander out of the way of Morningstar, who slammed into the ground trying to crush them.

"Rook, get back inside, I'll deal with Morningstar!" Ben said as he was engulfed in an emerald light of his own. And while the light was not enough to drown out Morningstar's light, Ben was able to give Rook enough time to get clear of the fight.

Ben was replaced with a classic of his, Four Arms. Four Arms' armor was shifting around him due to the Omni-Armor nanite suit that Ben had deployed, and his Ultra-goggles had now shifted to cover all four of the Tetramand's eyes. Four Arms cracked his knuckles as he glared at Morningstar, who smirked at the shapeshifter.

"**Four Arms!**" Ben exclaimed, flexing his muscles out towards Morningstar.

"So, Ben. It's been what, 2 years?" Morningstar mused.

"How did you escape the Null Void, Morningstar? And why would you really think attacking me would work out any differently than it's ever been?" Four Arms growled.

Morningstar began to chuckle uncontrollably, and Ben took this time to strike. Four Arms leaped into the air, with all his arms ready to punch down on Morningstar, who opened his eyes and laughed, "As Ego-Centric as always, Benjamin! I wasn't here for you. I was looking for your sweet cousin. But, I guess we do have some unsettled business."

Morningstar grabbed Ben's punch, and a massive shockwave was sent through the street. The shockwave shook Fairy Tail's guildhall as well.

Four Arms felt Morningstar bend his hand inwards, and he growled in frustration. Ben was then shocked to feel Morningstar easily lift him off the ground and casually toss him into the Fairy Tail Guild Hall. Four Arms went soaring through several walls, each one causing him to grunt in anger. Ben finally rolled to a stop, after landing in the infirmary.

Romeo and Macao were both asleep, and neither woke up from the commotion. Four Arms push himself off the ground, more pissed off than hurt, and growled.

"Okay, he's gotten stronger since we last fought." Four Arm's Omnitrix then began to glow, and he smirked, "This should be fun."

* * *

Morningstar floated into Fairy Tail, as the dozen remaining wizards began scrambling around in confusion of the sudden attack.

"Who would be dumb enough to attack us?!" Elfman yelled in anger, as he lifted Mirajane off the ground. However, his eyes widened in shock, as Morningstar's brilliant aura died down, revealing the energy vampire's body.

Both Elfman and Cana exclaimed in shock, "Morningstar!"

"You are aware of Michael Morningstar as well?" Rook glanced over to Elfman, who nodded.

Elfman gruffly stated, "Yeah, a couple of months ago, Morningstar tried to attack our guildhall looking for Gwendolyn. Laxus and Kevin made short work out of him and told him not to come back."

"Yeah, apparently he didn't get the hint," Wakaba said as he smoked from his pipe. The mage stood and readied his magic, "I'd suggest you leave pal, or we'll show you how nasty we can get."

Morningstar chuckled once more, "I'd suggest you tell me where Gwendolyn is, and I might leave you an ounce of energy for you to continue performing your parlor tricks with."

"Allow me to offer a third option." Michael heard from behind him, as Rook stabbed his Proto-Tool, which was now in the form of an energy sword, into Michael's back! Morningstar roared in pain, as Rook ran him through.

The energy vampire took a knee, while Rook pinned him to the ground and began to explain, "This is an anti-energy sword, Michael Morningstar. Magister Tennyson gave Azmuth the idea to build it into the Proto-Tool to deal with villains with energy-based powers, like yourself."

Rook dug the sword deeper into Morningstar's back, and the Revonnahgander firmly said, "You're under arrest, criminal."

Morningstar softly chuckled, "You boys have brought some new tricks with you, I see." Morningstar then aimed his hand at Rook, and Rook's body was covered in the same golden aura that Morningstar's body was once covered in. The aura began crushing the Plumber, who began grunting in pain.

"Let him go!" Elfman yelled, charged Morningstar head-on. Morningstar turned to face Elfman when he was suddenly slammed in the chest by a red blur. Both Morningstar and the red blur whizzed through the hole that Four Arms had created when crashing through the building.

Rook fell to the ground, landing next to his Proto-Tool, which had phased through Morningstar.

Morningstar had no idea what was attacking him at first, but he quickly came to realize that this creature was Ben Tennyson. Jetray, to be exact. Jetray and Morningstar rolled to the ground, and the Aerophibian pinned Morningstar to the ground.

As Morningstar opened his mouth to hiss something to Ben, Jetray fired his neuroshock beams into his face point-blank! This caught Morningstar off-guard, and he roared in pain!

As Jetray continued firing these beams down on Morningstar's face, he growled to the energy vampire, "First and final warning, Morningstar! Tell me how you got out of the Null Void!"

Morningstar swung his hand in an arc towards Jetray, firing a beam of golden energy that would have cut Ben in half if he had not jetted upward out of the way. At the beam flew into Jetray, the alien was engulfed in a flash of emerald light once again.

"**Big Chill!**" Ben exclaimed, phasing through the energy beam easily. Big Chill crossed his arms and glared down at Morningstar, who lifted himself off the ground using his energy powers.

"Intangibility. That's annoying." Morningstar grimaced to Ben.

"Tip of the iceberg, Michael." Big Chill mused as he began flying downward at Morningstar at incredible speeds.

Michael smirked and laughed, "Oh yeah?! Show me!" Morningstar then rocketed off the ground, meeting Big Chill's charge! However, right when the two collided, Big Chill was engulfed in another flash of light, and Heatblast appeared.

"**Heatblast!**" Ben exclaimed, while immediately summoning a blade of flames from his forearm and slashing it through Morningstar's chest. Morningstar responded by jabbed Heatblast in the chest, sending the Pyronite flying upwards in the air.

Heatblast came to a stop, as Morningstar flew upward, charging at him. Morningstar began building up energy into a sphere in his hand, as if he were about to fire off some kind of Kamehameha Wave at Heatblast.

Heatblast began forming a massive ball of red flames around himself, increasing the heat of the flames he was producing. Ben had been learning some incredible moves with Heatblast since he had been training with Alan back at the Academy, and he had a feeling that thing move could knock the wind out of Morningstar!

Morningstar fired his beam of energy at Heatblast's massive sphere of flames, just as Heatblast felt like he finally reached supernova levels of heat. Ben had to make sure to contain his power to not destroy the entire planet, but he had to finish this.

Heatblast emerged from the sphere covered in bright red flames, pummeling through the energy beam that Morningstar was firing. Morningstar noticed this and he growled in anger. He tried to pour in more power, but Heatblast had already reached him and summoned a ball of red flames. Ben slammed the ball into Morningstar's face, and the ball exploded on contact with Michael, sending him flying down into the city.

Rook ran outside with his Proto-Tool in his hand, and he was accompanied by Elfman and Cana. As soon they arrived outside, they all began to sweat.

Elfman looked up at Heatblast and said, "That is one manly power, Ben has."

"Mira and the rest of the guild got Macao and Romeo and went out the guild's back entrance. They're getting to safety." Cana told Rook, who was directing his attention to Ben.

Rook yelled up to Heatblast, who seemed to be absorbing the extreme amounts of heats that he had just generated to perform his previous attack, "Ben! You have to absorb this heat before-"

"Already ahead of you, Rook!" Heatblast yelled down to his partner, as he tried to stop the city below him from getting too hot. He knew that attack was devastating for the environment, but he could usually contain his power when doing so. With Morningstar, however, it appears he had to go over that limit.

'How has he gotten so powerful?' Ben thought to himself, 'I have been doing new training sessions with my aliens for nearly two years and I haven't gotten nearly as powerful as Morningstar has gotten with his powers.'

"Ben!" Ben heard Rook yell below him in urgency. Heatblast had a feeling what the warning was for, but he was too slow, as Morningstar zoomed into the Pyronite, clotheslining him. Heatblast was sent tumbling to the ground, slamming down hard on his face next to Rook and the Fairy Tail mages.

"Okay…that definitely hurts." Heatblast got on a knee and looked at Rook. "This is definitely different from the last time we fought Morningstar."

Rook aimed his Proto-Tool at Morningstar, who began chuckling uncontrollably again. Rook scanned Morningstar and quickly said, "He is exuding a similar exotic matter that I caught traces of when I did my first scans of this planet. He is also absorbing all the heat that you generated as Heatblast, Ben."

"He wasn't doing that stuff last time we fought." Heatblast groaned. "I mean, he couldn't do anything close to that when we last fought him."

Rook glanced at Cana and Elfman, who was glaring up at Morningstar. Rook aimed his Proto-Tool scanner at Cana, who directed her attention to Rook and quickly said, "Don't point your weapon at me, Rook. Point it at Michael."

"Incredible!" Rook nodded, looking at his scanner. He then looked at Morningstar as he called back to Ben, "The energy signatures that Cana and Elfman have are similar to Morningstar's energy signature."

"Very interesting." Heatblast mused as he got to his feet. He glared at Morningstar, who finally touched down to the ground, "Now, if only that told us how to beat this psycho."

Morningstar chuckled out to Ben, "That was an interesting new power, Benji!" Morningstar began rubbing his hands together and laughed, "Since we're just showing off our newly gained powers!"

Morningstar opened his mouth and let out a devastating beam of golden flaming energy at the four heroes! Ben pushed both Rook and Cana aside, as he was engulfed in another flash of light.

Chromastone appeared, but besides exclaiming his name, he quickly raised his hands to absorb the incoming attack. However, as the attack made contact with him, Chromastone let out a roar of pain! The energy siphoned into Chromastone's body, and the Crystalsapien's body bang to crack and shatter to pieces!

"Ben!" Rook and Cana yelled as Michael's energy attack came to an end. Chromastone was covered in a flash of crimson light, and Ben stumbled out of light, covered in smoke and cuts all around himself.

Ben coughed out smoke, as he tripped backward, "What the…hell?"

As Ben fell on his back in pain, Rook ran to his friend's aid. Michael saw this opening and rushed forward to take a strike at Rook, but Elfman hopped in the way and a magic circle appeared over his right arm!

Elfman yelled, "**BEAST ARM: REPTILE!**" Elfman's right arm was transformed into that of a reptilian beast's arm, covered in scales and were armed with sharp claws. Elfman slung his new beastly arm into Morningstar, who tanked the attack.

Morningstar then grabbed Elfman by his jacket collar and slung him over his shoulder. Elfman let out a shout of shock, as he slammed into the ground.

Morningstar directed his attention towards Ben when a magic card with a cartoonish sleep on it flew at him. He easily caught the card and glanced at Cana, who had thrown the card.

Cana then yelled, "Sleep!"

"No." Morningstar simply said, setting the card ablaze before it could even make an effect on him. Morningstar began to take a step towards Cana when his eyes began to get heavy. Cana noticed this and began pulling out more magic cards.

Cana began throwing several red and blue glowing magic cards at the slowed Morningstar, and the cards began exploding on contact with Morningstar. The energy vampire groaned in annoyance, trying to stay awake.

As he neared Cana, Morningstar was then punched in the back by Elfman, who smirked and yelled, "You didn't forget about me, did you?"

"Why you-" Morningstar started, as he fired a flash of golden light at Cana. The young mage was blinded by the brilliant light attack that Morningstar had done, and she dropped her cards trying to shield her eyes from the attack. Elfman was also blinded by the attack, but he made one more punch at Morningstar, which struck him in the face.

Morningstar growled in anger, "You all are really starting to piss me off!"

Rook, was by Ben's side, looked down at his friend, "Ben! Are you alright?"

"I'll be fine." Ben groaned as he lifted his hand to his Omnitrix. "I braced myself to absorb that attack Rook. This wasn't one of those times where I was caught off-guard by an energy attack. Whatever this energy they are exuding-"

"It appears to not follow the laws of physics that our universe is bound by." Rook nodded to Ben, "That might actually explain a few things about this world, and the inhabitants here."

"Yep." Ben said, tapping his Omnitrix and saying, "Omnitrix, run a scan on the exotic matter and energy that this world is littered with."

The Omnitrix then answered Ben back, "Understood. However, it is recommended that this scan is completed once the user is out of danger."

Ben and Rook glanced up at Morningstar, who slapped Elfman away, and this time Elfman flew to the end of the street. Morningstar directed his attention to both Ben and Rook. He then rocketed towards them. However, when Ben was engulfed in an emerald flash and was replaced with Prime Ape.

"**Prime Ape!**" Prime Ape yelled, as he immediately raised his hands up, and a force field appeared in front of Morningstar, and he slammed into the force field. Morningstar growled in pain.

"Didn't see that coming, did you!" Prime Ape burst into laughter, and Morningstar glared at Ben. However, several of Prime Ape's force nodes began floating around Morningstar and produced a force field that locked the energy vampire in place.

"That should-" Ben started.

"Don't say it, Bendude." Rook said as he shifted his Proto-Tool back into the Anti-Energy Sword. Rook then pushed a button on the glove of his proto-suit and his glove began exuding the same energy that his sword was emitting.

"Maneuver 62?" Ben quipped as Morningstar began punching into the force field.

"That's exactly what I was thinking Ben," Rook said as he charged forward at Morningstar. Prime Ape began charging at Morningstar as well, and he was suddenly engulfed in a flash of light and replaced with one of Ben's oldest aliens, Diamondhead!

"**Diamondhead!**" Ben shouted.

Morningstar had leaned into a heavy punch that he threw to try to shatter the force field, but when the force field suddenly disappeared, the momentum he had built up caused him to clumsily stumble forward towards the charging heroes. Michael's eyes widened in a mixture of shock and fear, seeing both Rook and Diamondhead charge him.

Diamondhead had grown a diamond blade on his right arm, and a spiked ball on his left arm. As Diamondhead and Rook closed in on Michael, he tried to get in a position to counter them both. Both Plumbers swung their blades weapons at Morningstar, and much to their surprise, he managed to catch them both in a quick motion. Morningstar had caught Rook's blade in one hand, and Diamondhead's in the other.

"Well, what-" Morningstar started to boast when Diamondhead and Rook used their free hand to a deliver powerful uppercut to Morningstar. Morningstar was sent sailing upward, completely shocked by this devastating attack. As he slammed into the ground, he growled in annoyance and pain.

Morningstar got on a knee and fired a beam of golden light from his hand at Diamondhead and Rook, who was charging at him again.

Both heroes were prepared for this, as Diamondhead pulled in front of Rook and lifted his hands in defense. However, Diamondhead's hands merged into a curved diamond slate and deflected the energy attack that Morningstar had sent out. Diamondhead groaned at the intense pressure the attack was giving out, but he held his ground.

Rook used Diamondhead as a springboard, leaping into the air, quickly changing his Proto-Tool into a plasma rifle again. Morningstar saw Rook in the air, but could not react fast enough, as Rook fired his bolts of plasma into Morningstar. The bolts hit Morningstar, and he turned off his energy attack to try and absorb some of the damage he was taking. Rook rolled to the ground, making one more quick change for his Proto-Tool. The Proto-Tool turned into his Anti-Energy Sword once more, and the Revonnahgander slid past Morningstar, cutting him through the torso with the blade.

Morningstar roared in pain, as he was forced on his knees by the attack. Michael caught another flash of emerald light in front of him, and it was over. Before the energy vampire could react, an invisible force pushed his body into the ground, pinning him down. Michael struggled to lift his head, but when he finally got his eyes on Ben, the shapeshifter had transformed into Gravattack.

"**Gravattack!**" Ben exclaimed in laughter. Gravattack had both his hands lifted up, and he was smiling a wide grin. His hands were glowing purple, as he pinned Morningstar to the ground with his gravity powers.

Elfman had made his way back to the fight, rubbing his head in pain. He then saw Morningstar pinned to the ground and Gravattack standing over him. Elfman smiled at Ben's new form and exclaimed, "Now that is manly!"

Cana, who was still recovering from the flash, asked, "Is the fight over now?"

"Oh, it is over." Rook said, guide Cana over next to him. Rook then smiled at Gravattack and nodded, "Maneuver 62 is still highly effective, Bendude."

"Hey, that's what you get when you fuse brain power with raw power." Gravattack laughed, as Morningstar tried to struggle under the attack Gravattack was putting down on him. Gravattack then exclaimed, "Those new powers you got may have allowed you to defy the laws of physics that we're used to back in our universe, Morningstar. But this universe still has the laws of gravity, and the gravity here is stronger than our Earth's gravity. So, make your move." Ben then began adding more Gs to Michael's body, as he laughed, "If you even got one."

"He's been defeated." Rook said, as he turned his sword back to his Proto-Tool and attached it to his suit. Rook then pulled out his Plumber's Badge, "You're under arrest, Michael Morningstar."

Ben chuckled, "You never change, do you Rook?"

Rook was about to actually make a quip back to Ben when he glanced down at Morningstar and his eyes widened!

"Ben! Morningstar is gone!" Rook exclaimed, and Gravattack glanced down at where Morningstar had just been. The energy vampire was gone, and this caused shock to fall on the four heroes, as they frantically looked around for him.

"Where did he go?!" Elfman asked, "I had my eyes on him! He was there, then he just wasn't!"

Cana shook her head in shock, "He could not have gotten far!"

Gravattack suspiciously looked at Rook, as he turned back to normal. Rook could not help but also give Ben a look of suspicion. Ben then grimly asked, "What the hell could have happened to Morningstar that allows him to defy physics, even the physics of the world where he gets the power from?"

Rook shook his head then nodded, "This is very troubling."

* * *

Morningstar stood on the roof of a building a couple of blocks away from the battleground that he was once in. A pale-skinned woman with dark purple hair and brown eyes stood behind Morningstar. This was Ultear Milkovich, and she looked very annoyed.

Morningstar wiped the blood from his mouth and grumbled, "Benjamin Tennyson. What a nuisance."

"One job," Ultear said, glaring at Michael. Michael glanced at Ultear as she said, "You had one job. You were supposed to bring Gwen Tennyson to me. Why is that so difficult for you?"

Morningstar balled his fists and he growled, "Last time I was intercepted by Makarov's grandson and Levin! And this time, you didn't tell me that Ben Tennyson would be here."

"You said you could handle anything you came against," Ultear retorted, and then nodded, "As long as you had enough power. My master gave you the energy you needed. So what more do you need? Will we get results, or will we continue to get excuses? Jellal only needs one of these."

Ultear then nodded, "And do not think you are so important that you are irreplaceable, Morningstar. Are we clear?" Michael gulped, as Ultear began exuding a pressure around herself. The woman continued to stare intensely at Michael waiting for an answer.

Michael then nodded, "We are…crystal clear."

"Great," Ultear said, turning away from him.

"How did you get me out of there?" Morningstar asked, as his golden energy disappeared, and a black tunic appeared over his naked body. Ultear glanced back at him, and he nodded, "Not to sound ungrateful. But I just…would like an answer."

"Gravity does not exist outside of time, boy. As long as we have time on our side, we are unstoppable." Ultear said as she opened a portal in front of the two. "Now let's go." Ultear and Morningstar then walked through the portal.

* * *

XLR8 had just finished picking up debris that had been scattered all around Fairy Tail. Ben turned back to normal and watched as Mirajane cleaned up the bar again, with her normal sweet smile. Ben awkwardly rubbed his neck as he apologized, "Hey, I'm really sorry about all the damage we caused. We were not planning on bringing our world's problems here with us."

"Michael Morningstar had already come here for Gwen a couple of months ago, Ben. He was here long before you arrived." Mirajane sweetly said, putting down two empty glasses on the bar. Mirajane then nodded, "And anyway, you all did help get him to leave. That's enough to drink to."

Ben heard this and he blushed as Mirajane poured a drink into the glasses. Ben read the bottle and the closest thing he could translate it to was 'Red Dragon Vodka'. Ben gulped as Mirajane slid a glass to him.

Unlike earlier, Ben could have definitely used a drink after today. He lifted the glass and smirked at Mirajane, who lifted her glass.

"A toast, to a strange new world, I guess." Ben chuckled.

Mirajane then laughed, "A toast to the arrival of new friends."

Ben and Mirajane clicked their glasses together, and they drank the drink. The strongest drink Ben had before was a Tetramand Lucuda, that he drank for Princess Looma's wedding that he was invited to. He was a Tetramand then, and that nearly knocked him on his butt.

This stuff, however, would have definitely killed Four Arms if he drank it. Ben was sure of that. The drink burned Ben's throat, as he downed it. Trying not to look awkward in front of Mirajane, Ben smiled and nodded.

"Good stuff." Ben forced out.

Mirajane finished the drink, and she then smiled, "I normally like something a bit fruitier. But everyone likes their own things."

"So, how are you guys going to clean this place up?" Ben asked, looking at the clear damage that Morningstar had caused.

Mirajane looked around and smiled, "Well, this definitely isn't anything new for the Guild Hall. We normally have to patch the guild up whenever we get a bit rowdy. We should be able to fix up the Guild Hall before Master Makarov gets back."

Just as Mirajane said this, Rook walked through the doors of the Guild Hall with Cana and Elfman behind him. They were all carrying bags of food they went out to buy.

Rook looked around at the damage and raised an eyebrow to Ben, "Ben? Why haven't you turned into Clockwork and fixed the damage?"

Ben raised an eye to Rook and said, "Dude, you know I have Clockwork in the…you know."

Rook thought about this, and he nodded, "Oh, I understand Bendude." Rook looked around at the damage, and Ben laughed.

"Don't worry. Mirajane says we could get everything fixed up before their Master shows back up."

Cana walked past the two, taking a bag of food to Macao and Romeo, who were back in the infirmary together.

Elfman sat down at the bar and sighed, "Hey sis. Could you get me a whiskey please?"

"Sorry, Elfman." Mirajane laughed, "But the bar is officially closed." Mirajane shot a quick wink at Ben, and he could not help but smile at that.

While scanning the destruction around them, Rook's eyes stopped on a large banner that said, 'Welcome to Fairy Tail.'

* * *

**And that's a wrap for Chapter 2! I know that was a bit longer than Chapter 1, so forgive me for that. I just had so much to introduce, explain, and jump into, so I wanted to write as much as I could and not just cut up the story. I know I just introduced a bunch of new and weird things in this chapter that seems like a divergent from the Fairy Tail universe and maybe even the Ben 10 universe, but these are purposeful changes. I'm trying to focus on writing a unique and interesting story for you all.**

**I want to thank HeroicStrikeCobra for his help while writing this chapter and giving me the idea of the magical energies from the Fairy Tail universe having different effects on Ben and Rook. He helped a lot with updating this new sense of a magic system in Fairy Tail and Ben Ten, and the advice he gave me while I wrote this chapter is greatly appreciated. I also want to thank all the commenters who left great reviews and suggestions on the story. I appreciate all the care and effort everyone put into their advice, and I hope you all enjoy this new chapter.**

**Thanks for all the advice and concern you all showed with Chapter 1 and getting this story off the ground. Your reviews, your PMs, and your kind words push me to continue to write this story. I hope you all enjoyed the chapter and stay tuned for the next chapter.**

**Leave a review, hit that follow button, smash that favorite button. Also, check out some of my other stories. There is definitely a story for everyone. Want to see Spiderman and the characters of High School of the Dead team up to face the apocalypse? Swing over to Along Came a Spider. Ready to see Generator Rex attend U.A. High and work beside the members of Class A to go beyond? Check out My Hero Machina. Want to see Static attend Yokai Academy and face off against the Security Task Force of the school? Try Hero at Yokai Academy, that one might shock you. (I'll leave now)**


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